UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One)
[X] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of
1934 For the fiscal year ended December 31, 2002
or
[ ] Transition Report Pursuant to Section 15 (d) of the Securities Exchange Act
of 1934 For the transition period ____________ from to ____________
COMMISSION FILE NUMBER: 0-8454
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THE GRADALL COMPANY SALARIED EMPLOYEES' SAVINGS AND INVESTMENT PLAN
406 MILL AVENUE, SW
NEW PHILADELPHIA, OH 44663
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
JLG INDUSTRIES, INC.
1 JLG DRIVE
McCONNELLSBURG, PA 17233-9533
REQUIRED INFORMATION
The financial statements and related report, prepared in accordance with the
financial reporting requirements of the Employee Retirement Income Security Act
of 1974 (ERISA), listed below are furnished for The Gradall Company Salaried
Employees' Savings and Investment Plan (the "Plan"). The pages referred to are
the numbered pages in the Plan's audited financial statements for the years
ended December 31, 2002 and 2001.
Pages
-----
Independent Auditor's Report 1
Audited Financial Statements and Supplemental Schedule 2-9
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
CONTENTS
PAGE
----
Independent Auditor's Report ..........................................1
Statements of Net Assets Available for Benefits
as of December 31, 2002 and 2001 .................................2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 2002 and 2001..............3
Notes to Financial Statements .......................................4-8
Schedule of Assets Held for Investment Purposes at Year End............9
May 29, 2003
The Gradall Company Salaried Employees'
Savings and Investment Plan
New Philadelphia, OH 44663
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying statements of net assets available for benefits
of The Gradall Company Salaried Employees' Savings and Investment Plan as of
December 31, 2002 and 2001, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2002. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The Gradall
Company Salaried Employees' Savings and Investment Plan as of December 31, 2002
and 2001 and the changes in net assets available for benefits for the year ended
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes at the End of Year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental information is the responsibility of the
Plan's management. The supplemental information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Rea & Associates, Inc.
PAGE 2
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2002 AND 2001
2002 2001
---------- -----------
Participant directed investments, at fair value:
Mutual Funds $8,851,918 $10,775,478
JLG common stock 6,386 211
Participant loans 223,640 225,688
---------- -----------
Total investments 9,081,944 11,001,377
Receivables:
Contributions - employees -- 31,833
- employer -- 5,077
---------- -----------
Total receivables -- 36,910
---------- -----------
Net assets available for benefits $9,081,944 $11,038,287
========== ===========
The accompanying notes are an integral part of these statements.
PAGE 3
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
2002 2001
------------ ------------
ADDITIONS:
Investment income:
Net depreciation in fair value $ (2,057,666) $ (867,360)
Interest and dividends 34,218 82,135
Other investment income 2 --
------------ ------------
(2,023,446) (785,225)
Contributions - employees 1,047,425 1,216,817
- employer 95,481 155,433
------------ ------------
1,142,906 1,372,250
------------ ------------
Total (deductions)/additions (880,540) 587,025
DEDUCTIONS:
Administrative Expenses (283) (150)
Distributions to participants (1,184,895) (600,088)
------------ ------------
Net decrease prior to transfers (2,065,718) (13,213)
Net transfers between Gradall Hourly
and Salaried 401(k) Plans 96,939 265,077
Rollover 12,436 207,254
------------ ------------
Net (decrease) increase (1,956,343) 459,118
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 11,038,287 10,579,169
------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 9,081,944 $ 11,038,287
============ ============
The accompanying notes are an integral part of these statements.
PAGE 4
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION
The following brief description of The Gradall Company Salaried Employees'
Savings and Investment Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan document
for more complete information.
Organization
The Plan was established effective January 1, 1987 and is a defined
contribution plan covering all eligible salaried employees of The Gradall
Company (the "Company"). The purpose of the Plan is to provide retirement
and other benefits to eligible employees. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Administration
The Plan is administered by the Administrative Committee (the "Committee")
of JLG Industries, Inc. ("JLG"). The Company is a subsidiary of JLG. The
Committee interprets the Plan document, establishes procedures to implement
provisions of the Plan, approves benefit payments due participants, and
authorizes other disbursements from the Plan. The Committee has engaged
Massachusetts Mutual Life Insurance Company as custodian (the "Custodian")
for the Plan assets.
Participation
Salary employees are eligible to participate in the Plan on the first day
of the month that coincides with or immediately follows the date on which
the employee completes 83 hours of service. Upon enrollment in the Plan, a
participant may direct employee and employer contributions in any of
thirteen investment options, including JLG common stock.
Participants may change their investment options at any time, via telephone
or Internet.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum equal to the lesser of $50,000 or 50% of their account balance.
Loan transactions are treated as a transfer to (from) the investment fund
from (to) the loan fund. Loan terms range from 1-5 years (longer if loan is
being used to purchase a principal residence). The loans are secured by the
balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates as determined quarterly by the
Committee. Interest rates are based on prime plus one percent. Principal
and interest are paid ratably through monthly payroll deductions.
Contributions
The Plan provides for contributions by employees through salary reductions
only. The Plan also provides for a discretionary contribution as determined
by the Company. During 2002 and 2001, the Company elected to make
contributions for the eligible employees of The Gradall Orrville Company.
The amount of the contributions was based on the number of hours worked by
each employee. The Company has made no other discretionary contributions to
the Plan for 2002 or 2001.
PAGE 5
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION (Continued)
Each participating employee elects to enter into a written salary reduction
agreement with the Company, thereby contributing to his or her salary
reduction account a whole percentage of compensation per payroll period,
not to exceed 20% of the participant's compensation as defined in the Plan.
Distributions
Participants' accounts are payable upon attaining age 59 1/2 and election
by the participant or age 70 1/2 with or without an election by the
participant, termination of employment, retirement due to permanent
physical disability, or at death. The Plan allows a participant to apply
any portion of any contributions made to the participant's account toward
the purchase of whole life insurance policies which designate the trustees
as the owners of the policies; however, the policies are for the sole
benefit of the participant or his/her beneficiary. The cash surrender value
of these policies is excluded from plan assets. A non-hardship withdrawal
of the participant's salary reduction account is also allowed upon
attainment of age 59 1/2 by filing a written request with the plan
administrator at least thirty days prior to the proposed withdrawal date.
The Plan also provides for the withdrawal, less any earned interest, of the
participant's salary reduction account or the vested portion of his/her
employer account in certain hardship situations.
Participant Accounts
Each participant's account is credited with the participant's
contributions, the Company's contribution, and an allocation of Plan
earnings. Allocations are based on participant earnings, hours worked, or
account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account.
Vesting
Participants are immediately 100% vested in their contributions, the
Company's contributions and earnings.
NOTE 2: SUMMARY OF ACCOUNTING PRINCIPLES
The financial statements have been prepared in conformity with accounting
principles generally accepted in the United States.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Committee to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
PAGE 6
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF ACCOUNTING PRINCIPLES (Continued)
Investment Valuation
The Plan's investments are stated at fair value. Shares of mutual funds are
valued at quoted market prices which represent the net asset value of
shares held by the Plan at year end. Participant notes receivable are
valued at cost which approximates fair value.
Administrative Costs
The Company may pay all or part of the out of pocket administrative
expenses of the Plan.
Reclassifications
Amounts previously shown have been reclassified to conform to current year
presentation.
NOTE 3: INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets.
2002
----
Mutual Funds:
MM Growth Equity $ 1,575,383
MM Large Cap Value 1,337,307
MM Money Market 1,275,195
MM Focused Value 807,559
Quest Balanced 751,208
PIMCO Total Return 669,260
MM Small Cap Growth 661,740
MM Mid Cap Growth II 630,049
Vanguard Institutional Index 500,485
2001
----
Mutual Funds:
MM Growth Equity $ 2,344,592
MM Large Cap Growth 1,706,247
Quest Balanced 1,248,545
MM Money Market 1,217,668
MM Small Cap Growth 932,489
MM Mid Cap Growth II 861,184
MM Focused Value 777,023
Vanguard Institutional Index 720,034
During 2002 and 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value as follows:
2002 2001
------------ ----------
Mutual Funds $ (2,057,666) $ (867,360)
============ ==========
PAGE 7
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4: TAX STATUS
The Plan obtained its latest determination letter on June 5, 1995, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter.
However, the Committee believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
NOTE 5: TERMINATION OF THE PLAN
The Company intends to continue the Plan indefinitely; however, the Company
reserves the right to reduce, suspend or discontinue contributions to the
Plan or to terminate the Plan at any time by vote of its Board of
Directors. Timing of distribution of Plan assets would be determined by the
Company's Board of Directors.
NOTE 6: RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
The following is a reconciliation of contributions received per the
financial statements for the year ended December 31, 2002 to Schedule H of
Form 5500:
Contributions received per the financial statements $ 1,142,906
Contributions receivable per the financial statements --
at December 31, 2002
Contributions receivable per the financial statements
at December 31, 2001 36,910
Rounding difference (3)
-----------
Contributions received per Schedule H of Form 5500 $ 1,179,813
===========
Contributions are recorded on Schedule H of Form 5500 in the year they are
received.
PAGE 8
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 6: RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
(continued)
The following is a reconciliation of rollovers received per the financial
statements for the year ended December 31, 2002 to Schedule H of Form 5500:
Rollovers received per the financial statements $ 12,436
Net transfers between Gradall Hourly and
Salaried 401(k) Plans 96,939
Other investment income per the financial statements 2
Rounding difference 3
--------
Rollovers per Schedule H of Form 5500 $109,380
========
The following is a reconciliation of mutual funds and JLG common stock per
the financial statements for the year ended December 31, 2002 to Schedule H
of Form 5500:
JLG common stock per the financial statements $ 6,386
IBT Cash (187)
Other receivables per Schedule H of Form 5500 (4)
-----------
Employer-related investments per Schedule H
of Form 5500 $ 6,195
===========
Mutual funds per the financial statements $ 8,851,918
IBT Cash 187
Other receivables per Schedule H of Form 5500 4
-----------
General investments per Schedule H of Form 5500
(not including participant loans or
employer-related investments $ 8,852,109
===========
PAGE 9
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2002
(a) (b)
Identity of Issue, Borrower, (c) (e)
Lessor, or Similar Party Description of Investment Current Value
- --------------------------------- ------------------------- -------------
* MassMutual Group Annuity Contract
Holding Account - SIA-LG $4
Outside Fund 669,260
Outside Fund 500,485
Outside Fund 6,386
SIA-LC 661,740
SIA-LG 1,275,163
SIA-LI 369,449
SIA-LJ 1,337,307
SIA-LL 1,575,383
SIA-LV 807,559
SIA-NB 751,208
SIA-NM 209,206
SIA-W9 630,049
* State Street Brokerage SDBA 65,105
Participant Loans 5.250000 - 10.50000 223,640
----------
$9,081,944
==========
EXHIBITS
23 Consent of Independent Auditors
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
The Gradall Company
Salaried Employees' Savings
and Investment Plan
(Name of Plan)
Date: June 30, 2003 /s/ Thomas D. Singer
-------------------------------------------
Thomas D. Singer
Senior Vice President, General Counsel and
Secretary
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23 Consent of Independent Auditors